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Exhibit 10.10  


        Sepulveda Center

Los Angeles, California  


 OFFICE LEASE AGREEMENT  


 BETWEEN  


 EOP-SEPULVEDA CENTER, L.L.C., a Delaware limited liability company  


 AND  


 JAMDAT MOBILE, INC., a Delaware corporation
  ("TENANT") 







 
 
 

TABLE OF CONTENTS    
    



	 
	 
	 	Page

	I.	Basic Lease Information.	 	1
	II.	Lease Grant.	 	2
	III.	Possession.	 	3
	IV.	Rent.	 	3
	V.	Compliance with Laws; Use.	 	7
	VI.	Security Deposit.	 	7
	VII.	Services to be Furnished by Landlord.	 	8
	VIII.	Leasehold Improvements.	 	8
	IX.	Repairs and Alterations.	 	9
	X.	Use of Electrical Services by Tenant.	 	10
	XI.	Entry by Landlord.	 	11
	XII.	Assignment and Subletting.	 	11
	XIII.	Liens.	 	13
	XIV.	Indemnity and Waiver of Claims.	 	14
	XV.	Insurance.	 	14
	XVI.	Subrogation.	 	15
	XVII.	Casualty Damage.	 	15
	XVIII.	Condemnation.	 	16
	XIX.	Events of Default.	 	17
	XX.	Remedies.	 	17
	XXI.	Limitation of Liability.	 	19
	XXII.	No Waiver.	 	19
	XXIII.	Quiet Enjoyment.	 	19
	XXIV.	Relocation.	 	19
	XXV.	Holding Over.	 	19
	XXVI.	Subordination to Mortgages; Estoppel Certificate.	 	20
	XXVII.	Attorneys' Fees.	 	20
	XXVIII.	Notice.	 	20
	XXIX.	Excepted Rights.	 	21
	XXX.	Surrender of Premises.	 	21
	XXXI.	Miscellaneous.	 	21
	XXXII.	Entire Agreement.	 	23




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OFFICE LEASE AGREEMENT    
    


        THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the 11th day of November, 2002, by and
between EOP-SEPULVEDA CENTER, L.L.C., a Delaware limited liability company ("Landlord") and JAMDAT
MOBILE, INC., a Delaware corporation ("Tenant"). 


I.     Basic Lease Information.  



	A.
	"Building"
shall mean the building located at 3415 S. Sepulveda Boulevard, Los Angeles, California 90034 commonly known as Sepulveda Center.



	B.
	"Rentable
Square Footage of the Building" is deemed to be 171,365 square feet.



	C.
	"Premises"
shall mean the area shown on Exhibit A to this Lease. The Premises is located on floor 5 and known as suite number
500. The "Rentable Square Footage of the Premises" is deemed to be 9,016 square feet. If the Premises include one or more floors in their entirety, all
corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and
the Rentable Square Footage of the Premises are correct and shall not be remeasured.



	D.
	"Base
Rent": 







	Period
 
	 	Annual Rate

Per Square Foot
	 	Annual

Base Rent
	 	Monthly

Base Rent

	2/1/03 - 1/31/04	 	$	21.60	 	$	194,745.60	 	$	16,228.80
	2/1/04 - 1/31/05	 	$	22.20	 	$	200,155.20	 	$	16,679.60






	E.
	"Tenant's
Pro Rata Share": 5.2613%.



	F.
	"Base
Year" for Taxes: 2003; "Base Year" for Expenses: 2003.



	G.
	"Term":
A period of twenty-four months. The Term shall commence on February 1, 2003 (the "Commencement Date") and, unless terminated early in accordance with this
Lease, end on January 31, 2005 (the "Termination Date").



	H.
	Tenant
allowance(s): None.



	I.
	"Security
Deposit": $18,347.56.



	J.
	"Guarantor(s)":
As of the date of this Lease, there are no Guarantors.



	K.
	"Broker(s)":
None.



	L.
	"Permitted
Use": General Office Use. 



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	M.
	"Notice
Addresses": 



Tenant: 


On
and after the Commencement Date, notices shall be sent to Tenant at the Premises. Prior to the Commencement Date, notices shall be sent to Tenant at the following address: 


JAMDAT
Mobile

3415 S. Sepulveda Boulevard

Suite 500

Los Angeles, California 90034

Phone: 310/636.3103

Fax: 310/397.0353 




	 	Landlord:	With a copy to:
	

 	

EOP-Sepulveda Center, L.L.C.

c/o Equity Office Properties Trust

3415 S. Sepulveda Boulevard

Suite 120

Los Angeles, California 90034

Attention: Building Manager	

Equity Office Properties Trust

Two North Riverside Plaza

Suite 2100

Chicago, Illinois 60606

Attention: Regional Counsel—Los Angeles

Region






Rent
(defined in Section IV.A) is payable to the order of Equity Office Properties at the following address: Equity
Office Properties, EOP-Sepulveda Center, L.L.C., P.O. Box 60077, Department 11711, Los Angeles, California 90060-0077.



	N.
	"Business
Day(s)" are Monday through Friday of each week, exclusive of New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
("Holidays"). Landlord may designate additional Holidays, provided that the additional Holidays are commonly recognized by other office buildings in the area where the Building is located.



	O.
	"Landlord
Work" means the work, if any, that Landlord is obligated to perform in the Premises pursuant to a separate work letter agreement (the "Work Letter"), if any, attached as  Exhibit D. If a Work Letter
is not attached to this Lease or if an attached Work Letter does not require Landlord to perform any work, the
occurrence of the Commencement Date shall not be conditioned upon the performance of work by Landlord and, accordingly, Section III.A. shall not be applicable to the determination of the
Commencement Date.



	P.
	"Law(s)"
means all applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity.



	Q.
	"Normal
Business Hours" for the Building are 7:00 A.M. to 6:00 P.M. on Business Days and 9:00 A.M. to 1:00 P.M. on Saturdays.



	R.
	"Property"
means the Building and the parcel(s) of land on which it is located and, at Landlord's discretion, the Building garage and other improvements serving the Building, if any,
and the parcel(s) of land on which they are located. 




II.    Lease Grant.  


        Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together with the right in common with others to use any portions of the
Property that are designated by Landlord for the common use of tenants and others, such as sidewalks, unreserved parking areas, common corridors, elevator foyers, restrooms, vending areas and lobby
areas (the "Common Areas"). 


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III.  Possession.  



	
A.
	INTENTIONALLY
 OMITTED.



	B.
	Subject
to Landlord's obligation, if any, to perform Landlord Work and Landlord's obligations under Section IX.B., the Premises are accepted by Tenant in "as is" condition and
configuration. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition, and that there are no representations or warranties by Landlord
regarding the condition of the Premises or the Building. If Landlord is delayed delivering possession of the Premises or any other space due to the holdover or unlawful possession of such space by any
party, Landlord shall use reasonable efforts to obtain possession of the space. The Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from
occupancy by any party, and the Termination Date, at the option of Landlord, may be postponed by an equal number of days.



	C.
	INTENTIONALLY
OMITTED. 




IV.    Rent.  



	A.
	Payments.    As consideration for this Lease, Tenant shall pay Landlord, without any setoff or deduction, the total amount of
Base Rent and Additional Rent due for the Term. "Additional Rent" means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord. Additional Rent and Base Rent are sometimes
collectively referred to as "Rent". Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent under applicable Law. Base
Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the installment of Base Rent
for the first full calendar month of the Term shall be payable to Landlord no later than December 31, 2002. All other items of Rent shall be due and payable by Tenant on or before
30 days after billing by Landlord. All payments of Rent shall be by good and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to Landlord. If
Tenant fails to pay any item or installment of Rent when due, Tenant shall pay Landlord an administration fee equal to 5% of the past due Rent, provided that Tenant shall be entitled to a grace period
of 5 days for the first 2 late payments of Rent in a given calendar year. If the Term commences on a day other than the first day of a calendar month or terminates on a day other than the last
day of a calendar month, the monthly Base Rent and Tenant's Pro Rata Share of any Tax Excess (defined in Section lV.B.) or Expense Excess (defined in Section lV.B.) for the month shall be prorated
based on the number of days in such calendar month. Landlord's acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. No endorsement or
statement on a check or letter accompanying a check or payment shall be considered an accord and satisfaction, and either party may accept the check or payment without prejudice to that party's right
to recover the balance or pursue other available remedies. Tenant's covenant to pay Rent is independent of every other covenant in this Lease.



	B.
	Expense Excess and Tax Excess.    Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which Expenses (defined
in Section lV.C.) for each calendar year during the Term exceed Expenses for the Base Year (the "Expense Excess") and also the amount, if any, by which Taxes (defined in Section IV.D.) for each
calendar year during the Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses and/or Taxes in any calendar year decrease below the amount of Expenses and/or Taxes for the Base Year,
Tenant's Pro Rata Share of Expenses and/or Taxes, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax
Excess for 



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each
calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of
Landlord's estimate of the Expense Excess and one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the Tax Excess. If Landlord determines that its good faith estimate of the
Expense Excess or of the Tax Excess was incorrect by a material amount, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, Tenant's monthly payments shall
be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or of the Tax Excess by January 1 Of a calendar year, Tenant shall continue to pay
monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for
which Tenant paid monthly installments based on the previous year's estimate(s). Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any
overpayment shall be refunded to Tenant within 30 days or credited against the next due future installment(s) of Additional Rent. 






As
soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the
prior calendar year. If the estimated Expense Excess and/or estimated Tax Excess for the prior calendar year is more than the actual Expense Excess and/or actual Tax Excess, as the case may be, for
the prior calendar year, Landlord shall apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment,
Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess and/or estimated Tax Excess for the prior calendar year is less than the
actual Expense Excess and/or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses and/or Taxes,
any underpayment for the prior calendar year. 



	C.
	Expenses Defined.    "Expenses" means all costs and expenses incurred in each calendar year in connection with operating,
maintaining, repairing, and managing the Building and the Property, including, but not limited to:



	1.
	Labor
costs, including, wages, salaries, social security and employment taxes, medical and other types of insurance, uniforms, training, and retirement and pension plans.



	2.
	Management
fees, the cost of equipping and maintaining a management office, accounting and bookkeeping services, legal fees not attributable to leasing or collection activity, and
other administrative costs. Landlord, by itself or through an affiliate, shall have the right to directly perform or provide any services under this Lease (including management services), provided
that the cost of any such services shall not exceed the cost that would have been incurred had Landlord entered into an arms-length contract for such services with an unaffiliated entity
of comparable skill and experience.



	3.
	The
cost of services, including amounts paid to service providers and the rental and purchase cost of parts, supplies, tools and equipment.



	4.
	Premiums
and deductibles paid by Landlord for insurance, including workers compensation, fire and extended coverage, earthquake, general liability, rental loss, elevator, boiler and
other insurance customarily carried from time to time by owners of comparable office buildings.



	5.
	Electrical
Costs (defined below) and charges for water, gas, steam and sewer, but excluding those charges for which Landlord is reimbursed by tenants. "Electrical Costs" 






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means:
(a) charges paid by Landlord for electricity; (b) costs incurred in connection with an energy management program for the Property; and (c) if and to the extent permitted by
Law, a fee for the services provided by Landlord in connection with the selection of utility companies and the negotiation and administration of contracts for electricity, provided that such fee shall
not exceed 50% of any savings obtained by Landlord. Electrical Costs shall be adjusted as follows: (i) amounts received by Landlord as reimbursement for above standard electrical consumption
shall be deducted from Electrical Costs; (ii) the cost of electricity incurred to provide overtime HVAC to specific tenants (as reasonably estimated by Landlord) shall be deducted from
Electrical Costs; and (iii) if Tenant is billed directly for the cost of building standard electricity to the Premises as a separate charge in addition to Base Rent, the cost of electricity to
individual tenant spaces in the Building shall be deducted from Electrical Costs. Notwithstanding anything in this Lease to the contrary, for purposes of determining Expenses for any calendar year
subsequent to the Base Year, Electrical Costs shall be deemed to be the greater of Electrical Costs incurred during the Base Year and Electrical Costs for the applicable calendar year. 



	6.
	The
amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) made to the Property which are:
(a) performed primarily to reduce operating expense costs or otherwise improve the operating efficiency of the Property; or (b) required to comply with any Laws that are enacted, or
first interpreted to apply to the Property, after the date of this Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or
5 years. The amortized cost of capital improvements may, at Landlord's option, include actual or imputed interest at the rate that Landlord would reasonably be required to pay to finance the
cost of the capital improvement. "Payback Period" means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the
capital improvement. 






If
Landlord incurs Expenses for the Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the
shared costs and expenses shall be equitably prorated and apportioned between the Property and the other buildings or properties. Expenses shall not include: the cost of capital improvements (except
as set forth above); depreciation; interest (except as provided above for the amortization of capital improvements); principal payments of mortgage and other non-operating debts of
Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; costs in connection with leasing space in the Building, including brokerage
commissions; lease concessions, including rental abatements and construction allowances, granted to specific tenants; costs incurred in connection with the sale, financing or refinancing of the
Building; fines, interest and penalties incurred due to the late payment of Taxes (defined in Section IV.D) or Expenses; organizational expenses associated with the creation and operation of
the entity which constitutes Landlord; any cost or expense related to removal, cleaning, abatement or remediation of "hazardous materials" in or about the Building, Common Area or Property, including,
without limitation, hazardous substances in the ground water or soil, except to the extent such removal, cleaning, abatement or remediation is related to the general repair and maintenance of the
Building, Common Area or Property; costs incurred by Landlord in connection with the correction of defects in design and original construction of the Building or Property; the cost of complying with
any laws in effect (and as enforced) on the Commencement Date, provided that if any portion of the Building that was in compliance with all applicable laws on the Commencement Date becomes out of
compliance due to 




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normal
wear and tear, the cost of bringing such portion of the Building into compliance shall be included in Expenses unless otherwise excluded pursuant to the terms hereof; or any penalties or
damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases. If the Building is not at least 95% occupied during any calendar year or if
Landlord is not supplying services to at least 95% of the total Rentable Square Footage of the Building at any time during a calendar year, Expenses shall, at Landlord's option, be determined as if
the Building had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building during that calendar year. If Tenant pays for its Pro Rata Share of
Expenses based on increases over a "Base Year" and Expenses for a calendar year are determined as provided in the prior sentence, Expenses for the Base Year shall also be determined as if the Building
had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building. The extrapolation of Expenses under this Section shall be performed by
appropriately adjusting the cost of those components of Expenses that are impacted by changes in the occupancy of the Building. 



	D.
	Taxes Defined.    "Taxes" shall mean: (1) all real estate taxes and other assessments on the Building and/or Property,
including, but not limited to, assessments for special improvement districts and building improvement districts, taxes and assessments levied in substitution or supplementation in whole or in part of
any such taxes and assessments and the Property's share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property;
(2) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property; and (3) all costs and fees
incurred in connection with seeking reductions in any tax liabilities described in (1) and (2), including, without limitation, any costs incurred by Landlord for compliance, review and appeal
of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, franchise, capital stock, gift, estate or inheritance tax. If an assessment is payable in installments, Taxes
for the year shall include the amount of the installment and any interest due and payable during that year. For all other real estate taxes, Taxes for that year shall, at Landlord's election, include
either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Landlord's election shall be applied consistently throughout the Term.
If a change in Taxes is obtained for any year of the Term during which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted and Landlord shall
provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all
subsequent years shall be recomputed. Tenant shall pay Landlord the amount of Tenant's Pro Rata Share of any such increase in the Tax Excess within 30 days after Tenant's receipt of a statement
from Landlord.



	E.
	Audit Rights.    Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written
notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all
pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may
either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a
licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses
for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the 



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reasonable
amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give
Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice
within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of
Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good
faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a
credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant
shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's
records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. 





V.     Compliance with Laws; Use.  


        The Premises shall be used only for the Permitted Use and for no other use whatsoever. Tenant shall not use or permit the use of the Premises for any purpose
which is illegal, dangerous to persons or property or which, in Landlord's reasonable opinion, unreasonably disturbs any other tenants of the Building or interferes with the operation of the Building.
Tenant shall comply with all Laws, including the Americans with Disabilities Act, regarding the operation of Tenant's business and the use, condition, configuration and occupancy of the Premises.
Except to the extent properly included in Expenses, Landlord shall be responsible for the cost of correcting any violations of Title III of the Americans with Disabilities Act (ADA) with respect to
the Common Areas of the Building. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right to apply for and
obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by Law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Law.
Landlord, after the exhaustion of any and all rights to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or
judgment. Tenant, within 10 days after receipt,
shall provide Landlord with copies of any notices it receives regarding a violation or alleged violation of any Laws. Tenant shall comply with the rules and regulations of the Building attached as  Exhibit B and such other reasonable rules and regulations adopted by Landlord from time to time. Tenant shall also cause its agents, contractors,
subcontractors, employees, customers, and subtenants to comply with all rules and regulations. Landlord shall not knowingly discriminate against Tenant in Landlord's enforcement of the rules and
regulations. 


VI.   Security Deposit.  


        The Security Deposit shall be delivered to Landlord no later than December 31, 2002 by Tenant and shall be held by Landlord without liability for interest
(unless required by Law) as security for the performance of Tenant's obligations. The Security Deposit is not an advance payment of Rent or a measure of Tenant's liability for damages. Landlord may,
from time to time, without prejudice to any other remedy, use all or a portion of the Security Deposit to satisfy past due Rent or to cure any uncured default by Tenant. If Landlord uses the Security
Deposit, Tenant shall on demand restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within 45 days after the later
to occur of: (1) the determination of Tenant's Pro Rata Share of any Tax Excess and Expense Excess for the final year of the Term; (2) the date Tenant 


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surrenders
possession of the Premises to Landlord in accordance with this Lease; or (3) the Termination Date. If Landlord transfers its interest in the Premises, Landlord may assign the
Security Deposit to the transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security
Deposit separate from its other accounts. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor Laws now or hereinafter in effect. 


VII. Services to be Furnished by Landlord.  



	A.
	Landlord
agrees to furnish Tenant with the following services: (1) Water service for use in the lavatories on each floor on which the Premises are located; (2) Heat and
air conditioning in season during Normal Business Hours, at such temperatures and in such amounts as are standard for comparable buildings or as required by governmental authority. Tenant, upon such
advance notice as is reasonably required by Landlord, shall have the right to receive HVAC service during hours other than Normal Business Hours. Tenant shall pay Landlord the standard charge for the
additional service as reasonably determined by Landlord from time to time; (3) Maintenance and repair of the Property as described in Section lX.B.; (4) Janitor service on Business Days.
If Tenant's use, floor covering or other improvements require special services in excess of the standard services for the Building, Tenant shall pay the additional cost attributable to the special
services; (5) Elevator service; (6) Electricity to the Premises for general office use, in accordance with and subject to the terms and conditions in Article X; and
(7) such other services as Landlord reasonably determines are necessary or appropriate for the Property.



	B.
	Landlord's
failure to furnish, or any interruption or termination of, services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or
alterations, or the occurrence of any event or cause beyond the reasonable control of Landlord (a "Service Failure") shall not render Landlord liable to Tenant, constitute a constructive eviction of
Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. However, if the Premises, or a material portion of the Premises, is made
untenantable for a period in excess of 3 consecutive Business Days as a result of the Service Failure, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable
hereunder during the period beginning on the 4 consecutive Business Day of the Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered
untenantable by the Service Failure, the amount of abatement that Tenant is entitled to receive shall be prorated based upon the percentage of the Premises rendered untenantable and not used by
Tenant. In no event, however, shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant's Property (defined in Article XV), arising out of or in connection with
the failure of any security services, personnel or equipment. 




VIII. Leasehold Improvements.  


        All improvements to the Premises (collectively, "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Premises without compensation to
Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, may require Tenant to remove, at Tenant's expense, any Leasehold Improvements that are
performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair
costs associated with standard office improvements (collectively referred to as "Required Removables"). Tenant shall not be required to remove any improvements in the Premises as of the date of this
Lease. Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, 


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rolling
file systems and structural alterations and modifications of any type. However, it is agreed that Required Removables shall not include any usual office improvements such as gypsum board,
partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-glued down carpeting. The Required Removables designated by Landlord shall be removed by
Tenant before the Termination Date, provided that upon prior written notice to Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of
removing the Required Removables. Tenant's possession of the Premises shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the
rate in effect for the last month of the Term. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform
related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an
invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in
Section IX.C), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be designated as a Required Removable. Within 10 days after
receipt of Tenant's request, Landlord shall advise Tenant in writing as to which portions of the Alteration, if any, will be considered to be Required Removables. 


IX.   Repairs and Alterations.  



	A.
	Tenant's Repair Obligations.    Tenant shall, at its sole cost and expense, promptly perform all maintenance and repairs to
the Premises that are not Landlord's express responsibility under this Lease, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant's repair obligations
include, without limitation, repairs to: (1) floor covering; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and
data cabling and related equipment (collectively, "Cable") that is installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building;
(6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, and similar facilities serving Tenant exclusively; and (7) Alterations
performed by contractors retained by Tenant, including related HVAC balancing. All work shall be performed in accordance with the rules and procedures described in Section IX.C. below. If
Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required if there is an emergency), Landlord may make the
repairs, and Tenant shall pay the reasonable cost of the repairs to Landlord within 30 days after receipt of an invoice, together with an administrative charge in an amount equal to 10% of the
cost of the repairs.



	B.
	Landlord's Repair Obligations.    Landlord shall keep and maintain in good repair and working order and make repairs to and
perform maintenance upon: (1) structural elements of the Building; (2) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general;
(3) Common Areas; (4) the roof of the Building; (5) exterior windows of the Building; and (6) elevators serving the Building. Landlord shall promptly make repairs
(considering the nature and urgency of the repair) for which Landlord is responsible. Tenant hereby waives any and all rights under and benefits of subsection I of Section 1932, and Sections
1941 and 1942 of the California Civil Code, or any similar or successor Laws now or hereinafter in effect.



	C.
	Alterations.    Tenant shall not make alterations, additions or improvements to the Premises or install any Cable in the
Premises or other portions of the Building (collectively referred to as "Alterations") without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably
withheld or delayed. However, Landlord's consent shall not 



9







 


be
required for any Alteration that satisfies all of the following criteria (a "Cosmetic Alteration"): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and
installing carpeting; (2) is not visible from the exterior of the Premises or Building; (3) will not affect the systems or structure of the Building; and (4) does not require work
to be performed inside the walls or above the ceiling of the Premises. However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the other
provisions of this Section IX.C. Prior to starting work, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord; names of contractors reasonably
acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Building systems); copies of contracts; necessary permits and approvals; evidence of contractor's and
subcontractor's insurance in amounts reasonably required by Landlord; and any security for performance that is reasonably required by Landlord. Changes to the plans and specifications must also be
submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as
the minimum standard for the Building. Landlord may designate reasonable rules, regulations and procedures for the performance of work in the Building and, to the extent reasonably necessary to avoid
disruption to the occupants of the Building, shall have the right to designate the time when Alterations may be performed. Tenant shall reimburse Landlord within 30 days after receipt of an
invoice for reasonable sums paid by Landlord for third party examination of Tenant's plans for non-Cosmetic Alterations. In addition, within 30 days after receipt of an invoice from
Landlord, Tenant shall pay Landlord a fee for Landlord's oversight and coordination of any non-Cosmetic Alterations equal to 5% of the cost of the non-Cosmetic Alterations.
Upon completion, Tenant shall furnish "as-built" plans (except for Cosmetic Alterations), completion affidavits, copies of final signed off permits, full and final waivers of lien in
recordable form, and receipted bills covering all labor and materials. Tenant shall assure that the Alterations comply with all insurance requirements and Laws. Landlord's approval of an Alteration
shall not be a representation by Landlord that the Alteration complies with applicable Laws or will be adequate for Tenant's use. 





X.    Use of Electrical Services by Tenant.  



	A.
	Electricity
used by Tenant in the Premises shall be paid for by Tenant through inclusion in Expenses (except as provided in Section X.B. for excess usage. Electrical service to
the Premises may be furnished by one or more companies providing electrical generation, transmission and distribution services, and the cost of electricity may consist of several different components
or separate charges for such services, such as generation, distribution and stranded cost charges. Landlord shall have the exclusive right to select any company providing electrical service to the
Premises, to aggregate the electrical service for the Property and Premises with other buildings, to purchase electricity through a broker and/or buyers group and to change the providers and manner of
purchasing electricity. Landlord shall be entitled to receive a fee (if permitted by Law) for the selection of utility companies and the negotiation and administration of contracts for electricity,
provided that the amount of such fee shall not exceed 50% of any savings obtained by Landlord.



	B.
	Tenant's
use of electrical service shall not exceed, either in voltage, rated capacity, use beyond Normal Business Hours or overall load, that which Landlord deems to be standard for
the Building. If Tenant requests permission to consume excess electrical service, Landlord may refuse to consent or may condition consent upon conditions that Landlord reasonably elects (including,
without limitation, the installation of utility service upgrades, meters, submeters, air handlers or cooling units), and the additional usage (to the extent permitted by Law), installation and
maintenance costs shall be paid by Tenant. Landlord shall have the right to 



10







 


separately
meter electrical usage for the Premises and to measure electrical usage by survey or other commonly accepted methods. 





XI.   Entry by Landlord.  


        Landlord, its agents, contractors and representatives may enter the Premises to inspect or show the Premises, to clean and make repairs, alterations or additions
to the Premises, and to conduct or facilitate repairs, alterations or additions to any portion of the Building, including other tenants' premises. Except in emergencies or to provide janitorial and
other Building services after Normal Business Hours, Landlord shall provide Tenant with reasonable prior notice of entry into the Premises, which may be given orally. If reasonably necessary for the
protection and safety of Tenant and its employees, Landlord shall have the right to temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in
emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Normal Business Hours. Entry by Landlord shall not constitute constructive eviction or
entitle Tenant to an abatement or reduction of Rent. 


XII. Assignment and Subletting.  



	A.
	Except
in connection with a Permitted Transfer (defined in Section XII.E. below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any
third party to use any portion of the Premises (collectively or individually, a "Transfer") without the prior written consent of Landlord, which consent shall not be unreasonably withheld if Landlord
does not elect to exercise its termination rights under Section XII.B below. Without limitation, it is agreed that Landlord's consent shall not be considered unreasonably withheld if:
(1) the proposed transferee's financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee's
business is not suitable for the Building considering the business of the other tenants and the Building's prestige, or would result in a violation of another tenant's rights; (3) the proposed
transferee is a governmental agency or occupant of the Building or Property; (4) Tenant is in default after the expiration of the notice and cure periods in this Lease; or (5) any
portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer. Tenant shall not be entitled to receive monetary damages
based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant's sole remedy shall be an action to enforce any such provision through specific performance or
declaratory judgment. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other
remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed
transferee. Any attempted Transfer in violation of this Article shall, at Landlord's option, be void. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord's rights
to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease.



	B.
	As
part of its request for Landlord's consent to a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee, a complete copy of the proposed
assignment, sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant within 30 days of its receipt of
the required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to
consent to the Transfer in writing; or (2) exercise its right to terminate this Lease 



11







 


with
respect to the portion of the Premises that Tenant is proposing to assign or sublet. Tenant shall pay Landlord a review fee for Landlord's review of any Permitted Transfer or requested Transfer.
If Tenant executes Landlord's standard form of consent without any changes to this Lease or material changes to the consent, the review fee shall be $1,250.00. However, if Tenant or the transferee
request, and Landlord agrees to, material changes to Landlord's standard form of consent or if there are material negotiations related thereto or if this Lease needs to be amended as a result thereof,
and if Landlord's reasonable costs and expenses (including reasonable attorney's fees and costs attributable to time expended by in house counsel, accountants or other personnel of Landlord) exceed
$1,250.00, Tenant shall reimburse Landlord for such reasonable costs and expenses incurred in connection with its review of the requested Transfer in lieu of a fixed review fee. 



	C.
	Tenant
shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of
the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord's share of any excess within 30 days after Tenant's receipt of such excess consideration. Tenant may deduct
from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer (other than Landlord's review fee), including brokerage fees, legal fees and construction
costs. If Tenant is in Monetary Default (defined in Section XlX.A. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit
against Rent in the amount of any payments received (less Landlord's share of any excess).



	D.
	Except
as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or
controls a majority of the voting shares/rights at any time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall
constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting stock is owned
by another entity, the voting stock of which is so listed.



	E.
	So
long as Tenant is not entering into the Permitted Transfer for the purpose of avoiding or otherwise circumventing the remaining terms of this Article XII, Tenant may assign
its entire interest under this Lease, without the consent of Landlord, to (i) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by
Tenant (collectively, an "Affiliated Party"), or (ii) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied
(each such Transfer a "Permitted Transfer"): (1) Tenant is not in default under this Lease; (2) the Permitted Use does not allow the Premises to be used for retail purposes;
(3) Tenant shall give Landlord written notice at least 30 days prior to the effective date of the proposed Permitted Transfer; (4) with respect to a proposed Permitted Transfer to
an Affiliated Party, Tenant continues to have a net worth equal to or greater than Tenant's net worth at the date of this Lease; and (5) with respect to a purchase, merger, consolidation or
reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (a) Tenant's successor shall own all or substantially all of the assets of Tenant,
and (b) Tenant's successor shall have a net worth which is at least equal to the greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the day prior to the
proposed purchase, merger, consolidation or reorganization. Tenant's notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied. If
requested by Landlord, Tenant's successor shall sign a commercially reasonable form of assumption agreement. As used herein, (A) "parent" shall mean a company which owns a majority of Tenant's
voting equity; (B) "subsidiary" shall mean an entity wholly owned by 



12







 


Tenant
or at least 51% of whose voting equity is owned by Tenant; and (C) "affiliate" shall mean an entity controlled by, controlling or under common control with Tenant. Notwithstanding the
foregoing, if any parent, affiliate or subsidiary to which this Lease has been assigned or transferred subsequently sells or transfers its voting equity or its interest under this Lease other than to
another parent, subsidiary or affiliate of the original Tenant named hereunder, such sale or transfer shall be deemed to be a Transfer requiring the consent of Landlord hereunder. 





XIII. Liens.  


        Tenant shall not permit mechanic's or other liens to be placed upon the Property, Premises or Tenant's leasehold interest in connection with any work or service
done or purportedly done by or for benefit of Tenant. If a lien is so placed, Tenant shall, within 10 days of notice from Landlord of the filing of the lien, fully discharge the lien by
settling the claim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to discharge the lien, then, in addition to
any other right or remedy of Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord to bond or insure over
the lien or discharge the lien, including, without limitation, reasonable attorneys' fees (if and to the extent permitted by Law) within 30 days after receipt of an invoice from Landlord. 


13









   XIV. Indemnity and Waiver of Claims.  



	A.
	Except
to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord, its
trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagee(s) (defined in Article XXVI) and agents ("Landlord Related Parties") harmless against and from
all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys' fees and other professional fees (if and to the
extent permitted by Law), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties and arising out of or in connection with any damage or injury
occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant's transferees, contractors or licensees.



	B.
	Except
to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties (defined below), Landlord shall indemnify, defend and hold Tenant, its
trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents ("Tenant Related Parties") harmless against and from all liabilities, obligations, damages, penalties,
claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys' fees and other professional fees (if and to the extent permitted by Law), which may be imposed upon,
incurred by or asserted against Tenant or any of the Tenant Related Parties and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord, the Landlord
Related Parties or any of Landlord's contractors.



	C.
	Landlord
and the Landlord Related Parties shall not be liable for, and Tenant waives, all claims for loss or damage to Tenant's business or loss, theft or damage to Tenant's Property
or the property of any person claiming by, through or under Tenant resulting from: (1) wind or weather; (2) the failure of any sprinkler, heating or air-conditioning
equipment, any electric wiring or any gas, water or steam pipes; (3) the backing up of any sewer pipe or downspout; (4) the bursting, leaking or running of any tank, water closet, drain
or other pipe; (5) water, snow or ice upon or coming through the roof, skylight, stairs, doorways, windows, walks or any other place upon or near the Building; (6) any act or omission of
any party other than Landlord or Landlord Related Parties; and (7) any causes not reasonably within the control of Landlord. Tenant shall insure itself against such losses under
Article XV below. 




XV.  Insurance.  


        Tenant shall carry and maintain the following insurance ("Tenant's Insurance"), at its sole cost and expense: (1) Commercial General Liability Insurance
applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk Property/Business Interruption Insurance,
including Broad form water damage including an Earthquake Sprinkler Leakage endorsement, written at replacement cost value and with a replacement cost endorsement covering all of Tenant's trade
fixtures, equipment, furniture and other personal property within the Premises ("Tenant's Property"); (3) Workers Compensation Insurance as required by the state in which the Premises is
located and in amounts as may be required by applicable statute; and (4) Employers Liability Coverage of at least $1,000,000.00 per occurrence. Any company writing any of Tenant's Insurance
shall have an A.M. Best rating of not less than A-VlIl. All Commercial General Liability Insurance policies shall name Tenant as a named insured and Landlord (or any successor),
Equity Office Properties Trust, a Maryland real estate investment trust, EOP Operating Limited Partnership, a Delaware limited partnership, and their respective members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and other designees of Landlord as the interest of such designees shall appear, as additional insureds. All policies of Tenant's Insurance shall
contain 


14







 



endorsements
that the insurer(s) shall give Landlord and its designees at least 30 days' advance written notice of any change, cancellation, termination or lapse of insurance. Tenant shall
provide Landlord with a certificate of insurance evidencing Tenant's Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises for
any reason, and upon renewals at least 15 days prior to the expiration of the insurance coverage. So long as the same is available at commercially reasonable rates, Landlord shall maintain so
called All Risk property insurance on the Building at replacement cost value, as reasonably estimated by Landlord. Except as specifically provided to the contrary, the limits of either party's'
insurance shall not limit such party's liability under this Lease. 


XVI. Subrogation.  


        Notwithstanding anything in this Lease to the contrary, Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all
rights of recovery, claim, action or causes of action against the other and their respective trustees, principals, beneficiaries, partners, officers, directors, agents, and employees, for any loss or
damage that may occur to Landlord or Tenant or any party claiming by, through or under Landlord or Tenant, as the case may be, with respect to Tenant's Property, the Building, the Premises, any
additions or improvements to the Building or Premises, or any contents thereof, including all rights of recovery, claims, actions or causes of action arising out of the negligence of Landlord or any
Landlord Related Parties or the negligence of Tenant or any Tenant Related Parties, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by
insurance. 


XVII. Casualty Damage.  



	A.
	If
all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion
of the Premises is rendered untenantable as a result of a fire or other casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by Tenant. Landlord shall have
the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord's reasonable judgment, substantial alteration or reconstruction of the Building shall be required
(whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or casualty;
(3) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the casualty; (4) any Mortgagee requires that the insurance
proceeds be applied to the payment of the mortgage debt; or (5) a material, uninsured loss to the Building occurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in
writing within 90 days after the date of the casualty. In addition to Landlord's right to terminate as provided herein, Tenant shall have the right to terminate this Lease if: (a) a
substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate (defined in
XVII.B. below); (b) there is less than 1 year of the Term remaining on the date of such casualty; (c) the casualty was not caused by the negligence or willful misconduct of Tenant
or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 30 days after the receipt of the Completion Estimate.
Notwithstanding the foregoing, Landlord will not be entitled to terminate this Lease solely because there is less than 2 years on the Term if Tenant has an exercisable right to renew or extend
the Term and Tenant, within 10 days after receipt of Landlord's notice of termination, validly exercises such right. The foregoing shall not prohibit Landlord from exercising its right to
terminate for any of the other reasons set forth herein. If neither Landlord or Tenant elect to terminate this Lease, Landlord shall commence and 



15







 


proceed
with reasonable diligence to repair and restore the Building and the Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of this Lease). However, in no
event shall Landlord be required to spend more than the insurance proceeds received by Landlord, provided that if Landlord does not have sufficient insurance proceeds to substantially complete the
restoration of the Leasehold Improvements in the Premises and Landlord elects not to fund any shortfall, Landlord shall so notify Tenant and Tenant, within 10 days thereafter, shall have the
right to terminate this Lease by the giving of written notice to Landlord. Landlord shall not be liable for any loss or damage to Tenant's Property or to the business of Tenant resulting in any way
from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and
agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease. 



	B.
	If
all or any portion of the Premises shall be made untenantable by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor
selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises
tenantable again, using standard working methods ("Completion Estimate"). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date the
repair and restoration is started, then regardless of anything in Section XVII.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the
other of such election within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the fire or casualty was caused by the
negligence or intentional misconduct of Tenant, Tenant Related Parties or any of Tenant's transferees, contractors or licensees.



	C.
	The
provisions of this Lease, including this Article XVII, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of,
all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations
concerning damage or destruction in the absence of an express agreement between the parties, and any other similar Laws now or hereinafter in effect, shall have no application to this Lease or any
damage or destruction to all or any part of the Premises or the Property. 




XVIII. Condemnation.  


        Either party may terminate this Lease if the whole or any material part of the Premises or a substantial portion of the Parking Facility (a substantial portion
shall mean more than fifty (50) percent of the parking spaces) shall be taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a
"Taking"). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would leave the remainder of the Building unsuitable for use
as an office building in a manner comparable to the Building's use prior to the Taking. In order to exercise its right to terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating party first receives notice of the Taking. Any such termination shall be effective as of the date the physical
taking of the Premises or the portion of the Building or Property occurs. If this Lease is not terminated, the Rentable Square Footage of the Building, the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted. In addition, Rent for any portion of the Premises taken or condemned shall be abated during the unexpired Term of this Lease
effective when the physical taking of the portion of the Premises occurs. All compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, any right to receive 


16







 



compensation
or proceeds being expressly waived by Tenant. However, Tenant may file a separate claim at its sole cost and expense for Tenant's Property and Tenant's reasonable relocation
expenses, provided the filing of the claim does not diminish the award which would otherwise be receivable by Landlord. Tenant hereby waives any and all rights it might otherwise have, pursuant to
Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Laws. 


XIX. Events of Default.  


        Tenant shall be considered to be in default of this Lease upon the occurrence of any of the following events of default: 



	A.
	Tenant's
failure to pay when due all or any portion of the Rent, if the failure continues for 3 days after written notice to Tenant ("Monetary Default").



	B.
	Tenant's
failure (other than a Monetary Default) to comply with any term, provision or covenant of this Lease, if the failure is not cured within 20 days after written notice to
Tenant. However, if Tenant's failure to comply cannot reasonably be cured within 20 days, Tenant shall be allowed additional time (not to exceed 90 days) as is reasonably necessary to
cure the failure so long as: (1) Tenant commences to cure the failure within 20 days, and (2) Tenant diligently pursues a course of action that will cure the failure and bring
Tenant back into compliance with the Lease. However, if Tenant's failure to comply creates a hazardous condition, the failure must be cured immediately upon notice to Tenant. In addition, if Landlord
provides Tenant with notice of Tenant's failure to comply with any particular term, provision or covenant of the Lease (other than a monetary default pursuant to this Lease) on 3 occasions during any
12 month period, Tenant's subsequent violation of such term, provision or covenant shall, at Landlord's option, be an incurable event of default by Tenant.



	C.
	Tenant
or any Guarantor becomes insolvent, makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its
debts when due.



	D.
	The
leasehold estate is taken by process or operation of Law.



	E.
	In
the case of any ground floor or retail Tenant, Tenant does not take possession of, or abandons or vacates all or any portion of the Premises.



	F.
	Tenant
is in default beyond any notice and cure period under any other lease or agreement with Landlord, including, without limitation, any lease or agreement for parking. 




XX. Remedies.  



	A.
	Upon
the occurrence of any event or events of default under this Lease, whether enumerated in Article XIX or not, Landlord shall have the option to pursue any one or more of the
following remedies without any notice (except as expressly prescribed herein) or demand whatsoever (and without limiting the generality of the foregoing, Tenant hereby specifically waives notice and
demand for payment of Rent or other obligations and waives any and all other notices or demand requirements imposed by applicable law):



	1.
	Terminate
this Lease and Tenant's right to possession of the Premises and recover from Tenant an award of damages equal to the sum of the following:



	(a)
	The
Worth at the Time of Award of the unpaid Rent which had been earned at the time of termination;



	(b)
	The
Worth at the Time of Award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the 









17







 




amount
of such Rent loss that Tenant affirmatively proves could have been reasonably avoided; 



	(c)
	The
Worth at the Time of Award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant
affirmatively proves could be reasonably avoided;



	(d)
	Any
other amount necessary to compensate Landlord for all the detriment either proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom; and



	(e)
	All
such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law. 








The
"Worth at the Time of Award" of the amounts referred to in parts (a) and (b) above, shall be computed by allowing interest at the lesser of a per annum rate equal to: (i) the
greatest per annum rate of interest permitted from time to time under applicable law, or (ii)the Prime Rate plus 5%. For purposes hereof, the "Prime Rate" shall be the per annum interest rate publicly
announced as its prime or base rate by a federally insured bank selected by Landlord in the State of California. The "Worth at the Time of Award" of the amount referred to in part (c), above,
shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%; 



	2.
	Employ
the remedy described in California Civil Code § 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment and recover Rent as it
becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations); or



	3.
	Notwithstanding
Landlord's exercise of the remedy described in California Civil Code § 1951.4 in respect of an event or events of default, at such time thereafter as
Landlord may elect in writing, to terminate this Lease and Tenant's right to possession of the Premises and recover an award of damages as provided above in Paragraph XX.A.1.






	B.
	The
subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other
than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such Rent. No waiver by Landlord of any
breach hereof shall be effective unless such waiver is in writing and signed by Landlord.



	C.
	TENANT
HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA
AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS
TERMINATION BY REASON OF TENANT'S BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE.



	D.
	No
right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and
in addition to any other right or remedy given hereunder or now or hereafter existing by 



18







 


agreement,
applicable law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief, or to a
decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Forbearance by Landlord to
enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. 



	E.
	This
Article XX shall be enforceable to the maximum extent such enforcement is not prohibited by applicable law, and the unenforceability of any portion thereof shall not
thereby render unenforceable any other portion. 




XXI. Limitation of Liability.  


        NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED TO THE
INTEREST OF LANDLORD IN THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD
RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) (DEFINED IN ARTICLE XXVI
BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. 


XXII. No Waiver.  


        Either party's failure to declare a default immediately upon its occurrence, or delay in taking action for a default shall not constitute a waiver of the default,
nor shall it constitute an estoppel. Either party's failure to enforce its rights for a default shall not constitute a waiver of its rights regarding any subsequent default. Receipt by Landlord of
Tenant's keys to the Premises shall not constitute an acceptance or surrender of the Premises. 


XXIII. Quiet Enjoyment.  


        Tenant shall, and may peacefully have, hold and enjoy the Premises, subject to the terms of this Lease, provided Tenant pays the Rent and fully performs all of
its covenants and agreements. This covenant and all other covenants of Landlord shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the
Building, and shall not be a personal covenant of Landlord or the Landlord Related Parties. 


XXIV. Relocation.  


        Intentionally omitted. 


XXV. Holding Over.  


        Except for any permitted occupancy by Tenant under Article VIII, if Tenant fails to surrender the Premises at the expiration or earlier termination of this
Lease, occupancy of the Premises after the termination or expiration shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises during the holdover shall be subject to all the terms
and provisions of this Lease and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the greater of: (1) the sum of the
Base Rent and Additional Rent due for the period immediately preceding the holdover; or (2) the fair market gross rental for the Premises as reasonably 


19







 



determined
by Landlord. No holdover by Tenant or payment by Tenant after the expiration or early termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate
recovery of possession of the Premises by summary proceedings or otherwise. In addition to the payment of the amounts provided above, if Landlord is unable to deliver possession of the Premises to a
new tenant, or to perform improvements for a new tenant, as a result of Tenant's holdover and Tenant fails to vacate the Premises within 15 days after Landlord notifies Tenant of Landlord's
inability to deliver possession, or perform improvements, Tenant shall be liable to Landlord for all damages, including, without limitation, consequential damages, that Landlord suffers from the
holdover. 


XXVI. Subordination to Mortgages; Estoppel Certificate.  


        Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the
Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a "Mortgage"). The party having the benefit of a Mortgage shall
be referred to as a "Mortgagee". This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of
the Mortgagee. In lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. If requested by a
successor-in-interest to all or a part of Landlord's interest in the Lease, Tenant shall, without charge, attorn to the successor-in-interest. Landlord
and Tenant shall each, within 10 days after receipt of a written request from the other, execute and deliver an estoppel certificate to those parties as are reasonably requested by the other
(including a Mortgagee or prospective purchaser). The estoppel certificate shall include a statement certifying that this Lease is unmodified (except as identified in the estoppel certificate) and in
full force and effect, describing the dates to which Rent and other charges have been paid, representing that, to such party's actual knowledge, there is no default (or stating the nature of the
alleged default) and indicating other matters with respect to the Lease that may reasonably be requested. 


XXVII. Attorneys' Fees.  


        If either party institutes a suit against the other for violation of or to enforce any covenant or condition of this Lease, or if either party intervenes in any
suit in which the other is a party to enforce or protect its interest or rights, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable
attorneys' fees. 


XXVIII. Notice.  


        If a demand, request, approval, consent or notice (collectively referred to as a "notice") shall or may be given to either party by the other, the notice shall be
in writing and delivered by hand or sent by registered or certified mail with return receipt requested, or sent by overnight or same day courier service at the party's respective Notice Address(es)
set forth in Article I, except that if Tenant has vacated the Premises (or if the Notice Address for Tenant is other than the Premises, and Tenant has vacated such address) without providing
Landlord a new Notice Address, Landlord may serve notice in any manner described in this Article or in any other manner permitted by Law. Each notice shall be deemed to have been received or given on
the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or the other Notice Address of Tenant without providing a new Notice Address,
3 days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address by giving the other party
written notice of the new address in the manner described in this Article. 


20







 



XXIX. Excepted Rights.  


        This Lease does not grant any rights to light or air over or about the Building. Landlord excepts and reserves exclusively to itself the use of: (1) roofs,
(2) telephone, electrical and janitorial closets, (3) equipment rooms, Building risers or similar areas that are used by Landlord for the provision of Building services,
(4) rights to the land and improvements below the floor of the Premises, (5) the improvements and air rights above the Premises, (6) the improvements and air rights outside the
demising walls of the Premises, and (7) the areas within the Premises used for the installation of utility lines and other installations serving occupants of the Building. Landlord has the
right to change the Building's name or address, provided that Landlord shall use reasonable efforts to give Tenant at least 60 days prior notice with respect to a change in the Building's
street address that will prohibit Tenant from receiving mail at its current address, and if Landlord fails to provide Tenant with such prior notice, Landlord shall reimburse Tenant for the cost of
replacing all business stationery on hand (not to exceed a 2 month supply) at the effective date of such change. Landlord also has the right to make such other changes to the Property and
Building as Landlord deems appropriate, provided the changes do not materially affect Tenant's ability to use the Premises for the Permitted Use. Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably determines that there is an imminent danger of significant damage to the Building or of personal injury to Landlord's employees or
the occupants of the Building. The circumstances under which Landlord may temporarily close the Building shall include, without limitation, electrical interruptions, hurricanes and civil disturbances.
A closure of the Building under such circumstances shall not constitute a constructive eviction nor entitle Tenant to an abatement or reduction of Rent. 


XXX. Surrender of Premises.  


        At the expiration or earlier termination of this Lease or Tenant's right of possession, Tenant shall remove Tenant's Property (defined in Article XV) from
the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear excepted. Tenant shall also be required to remove the
Required Removables in accordance with Article VIII. If Tenant fails to remove any of Tenant's Property within 2 days after the termination of this Lease or of Tenant's right to
possession, Landlord, at Tenant's sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant's Property. Landlord shall not be responsible for the value, preservation or
safekeeping of Tenant's Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred for Tenant's Property. In addition, if Tenant fails to remove Tenant's Property from
the Premises or storage, as the case may be, within 30 days after written notice, Landlord may deem all or any part of Tenant's Property to be abandoned, and title to Tenant's Property shall be
deemed to be immediately vested in Landlord. 


XXXI. Miscellaneous.  



	A.
	This
Lease and the rights and obligations of the parties shall be interpreted, construed and enforced in accordance with the Laws of the State of California and Landlord and Tenant
hereby irrevocably consent to the jurisdiction and proper venue of such state. If any term or provision of this Lease shall to any extent be invalid or unenforceable, the remainder of this Lease shall
not be affected, and each provision of this Lease shall be valid and enforced to the fullest extent permitted by Law. The headings and titles to the Articles and Sections of this Lease are for
convenience only and shall have no effect on the interpretation of any part of the Lease.



	B.
	Tenant
shall not record this Lease or any memorandum without Landlord's prior written consent. 



21







 



	C.
	Landlord
and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease.



	D.
	Whenever
a period of time is prescribed for the taking of an action by Landlord or Tenant, the period of time for the performance of such action shall be extended by the number of days
that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, civil disturbances and other causes beyond the reasonable control of the performing party
("Force Majeure"). However, events of Force Majeure shall not extend any period of time for the payment of Rent or other sums payable by either party or any period of time for the written exercise of
an option or right by either party.



	E.
	Landlord
shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and/or Property referred to herein,
and upon such transfer Landlord shall be~ released from any further obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such
obligations.



	F.
	Tenant
represents that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related
Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord agrees to indemnify and hold Tenant and the Tenant Related Parties
harmless from all claims of any brokers claiming to have represented Landlord in connection with this Lease.



	G.
	Tenant
covenants, warrants and represents that: (1) each individual executing, attesting and/or delivering this Lease on behalf of Tenant is authorized to do so on behalf of
Tenant; (2) this Lease is binding upon Tenant; and (3) Tenant is duly organized and legally existing in the state of its organization and is qualified to do business in the State of
California. If there is more than one Tenant, or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties
and entities. Notices, payments and agreements given or made by, with or to any one person or entity shall be deemed to have been given or made by, with and to all of them.



	H.
	Time
is of the essence with respect to Tenant's exercise of any expansion, renewal or extension rights granted to Tenant. This Lease shall create only the relationship of landlord and
tenant between the parties, and not a partnership, joint venture or any other relationship. This Lease and the covenants and conditions in this Lease shall inure only to the benefit of and be binding
only upon Landlord and Tenant and their permitted successors and assigns.



	I.
	The
expiration of the Term, whether by lapse of time or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the
expiration or early termination of this Lease. Without limiting the scope of the prior sentence, it is agreed that Tenant's obligations under Sections IV.A, IV.B., VIII, XIV, XX, XXV and XXX shall
survive the expiration or early termination of this Lease.



	J.
	Landlord
has delivered a copy of this Lease to Tenant for Tenant's review only, and the delivery of it does not constitute an offer to Tenant or an option. This Lease shall not be
effective against any party hereto until an original copy of this Lease has been signed by such party.



	K.
	All
understandings and agreements previously made between the parties are superseded by this Lease, and neither party is relying upon any warranty, statement or representation not
contained in this Lease. This Lease may be modified only by a written agreement signed by Landlord and Tenant. 



22







 



	L.
	Tenant,
within 15 days after request, shall provide Landlord with a current financial statement and such other information as Landlord may reasonably request in order to create
a "business profile" of Tenant and determine Tenant's ability to fulfill its obligations under this Lease. Landlord, however, shall not require Tenant to provide such information unless Landlord is
requested to produce the information in connection with a proposed financing or sale of the Building. Upon written request by Tenant, Landlord shall enter into a commercially reasonable
confidentiality agreement covering any confidential information that is disclosed by Tenant. 




XXXII. Entire Agreement.  


        This Lease and the following exhibits and attachments constitute the entire agreement between the parties and supersede all prior agreements and understandings
related to the Premises, including all lease proposals, letters of intent and other documents: Exhibit A (Outline and Location of Premises),  Exhibit B (Rules and Regulations), Exhibit C (Intentionally omitted),  Exhibit D (Intentionally omitted), Exhibit E (Additional Provisions) and  Exhibit F (Parking Agreement). 


        Landlord
and Tenant have executed this Lease as of the day and year first above written. 



	 	 	LANDLORD:
	

 	
 	
EOP-SEPULVEDA CENTER, L.L.C., a Delaware limited partnership
	

 	
 	

By:	
 	

EOP Operating Limited Partnership, a Delaware limited liability company, its sole member
	

 	
 	

 	
 	

By:	
 	

Equity Office Properties Trust, a Maryland real estate investment trust, its general partner
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ Frank R. Campbell
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Frank R. Campbell
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	Vice President
	 	 	 	 	 	 	 	 	

	

 	
 	
TENANT:
	

 	
 	
JAMDAT MOBILE INC., a Delaware corporation
	

 	
 	

By:	
 	

/s/ Craig Gatarz
	 	 	 	 	

	 	 	Name:	 	Craig Gatarz
	 	 	 	 	

	 	 	Title:	 	Chief Operating Officer
	 	 	 	 	





23








   EXHIBIT A  


 OUTLINE AND LOCATION OF PREMISES  


        This Exhibit is attached to and made a part of the Lease by and between EOP-SEPULVEDA CENTER, L.L.C., a Delaware
limited liability company ("Landlord") and JAMDAT MOBILE, INC., a Delaware corporation ("Tenant") for space in the
Building located at 3415 S. Sepulveda Boulevard, Los Angeles, California 90034. 


24








   EXHIBIT B  


 BUILDING RULES AND REGULATIONS  


        The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking garage (if any), the Property and the appurtenances.
Capitalized terms have the same meaning as defined in the Lease. 


	1.
	Sidewalks,
doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from
the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in Common Areas or elsewhere about
the Building or Property.



	2.
	Plumbing
fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the
fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees, shall be paid for by Tenant, and Landlord shall not be responsible for the damage.



	3.
	No
signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are
first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using the standard
graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building
except by the Building maintenance personnel.



	4.
	Landlord
may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants, and no other directory
shall be permitted unless previously consented to by Landlord in writing.



	5.
	Tenant
shall not place any lock(s) on any door in the Premises or Building without Landlord's prior written consent and Landlord shall have the right to retain at all times and to use
keys to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and Tenant shall
not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of this Lease.



	6.
	All
contractors, contractor's representatives and installation technicians performing work in the Building shall be subject to Landlord's prior approval and shall be required to comply
with Landlord's standard rules, regulations, policies and procedures, which may be revised from time to time.



	7.
	Movement
in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas
or loading dock areas, shall be restricted to hours designated by Landlord. Tenant shall obtain Landlord's prior approval by providing a detailed listing of the activity. If approved by Landlord, the
activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from
the activity If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for any
resulting damage or loss.



	8.
	Landlord
shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises. Damage to the Building by the installation,
maintenance, operation, existence or removal of Tenant's Property shall be repaired at Tenant's sole expense. 


25







 
	9.
	Corridor
doors, when not in use, shall be kept closed.



	10.
	Tenant
shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons
having business with them; (2) solicit business or distribute, or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or
(3) conduct or permit other activities in the Building that might, in Landlord's sole opinion, constitute a nuisance.



	11.
	No
animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises.



	12.
	No
inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property. Tenant shall not, without Landlord's prior
written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or
gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any other applicable environmental Law which may now or later be in
effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant, and shall remain solely liable for the costs of abatement and removal.



	13.
	Tenant
shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises or the Building.
Tenant shall not use, or permit any part of the Premises to be used, for lodging, sleeping or for any illegal purpose.



	14.
	Tenant
shall not take any action which would violate Landlord's labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with
Landlord's or any other tenant's or occupant's business or with the rights and privileges of any person lawfully in the Building ("Labor Disruption"). Tenant shall take the actions necessary to
resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord
gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties, nor shall the Commencement Date of the Term be
extended as a result of the above actions.



	15.
	Tenant
shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity
for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electronic or gas
heating devices, without Landlord's prior written consent. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the
Building.



	16.
	Tenant
shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales,
amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant's employees, and then only if the operation does
not violate the lease of any other tenant in the Building.



	17.
	Bicycles
and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord.



	18.
	Landlord
may from time to time adopt systems and procedures for the security and safety of the Building, its occupants, entry, use and contents. Tenant, its agents, employees,
contractors, guests and invitees shall comply with Landlord's systems and procedures. 


26







 
	19.
	Landlord
shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in Landlord's sole opinion may impair the reputation of the
Building or its desirability. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately.



	20.
	Tenant
shall not canvass, solicit or peddle in or about the Building or the Property.



	21.
	Neither
Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless the Common Areas have been declared a designated
smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the
Building (including the Premises) as a non-smoking building.



	22.
	Landlord
shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior
appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun.



	23.
	Deliveries
to and from the Premises shall be made only at the times, in the areas and through the entrances and exits designated by Landlord. Tenant shall not make deliveries to or
from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business
practice.



	24.
	The
work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and
fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service. 


27








  



 
 

EXHIBIT C    
    
    COMMENCEMENT LETTER    
    
    INTENTIONALLY OMITTED    



28








  



 
 

EXHIBIT D    
    
    WORK LETTER    
    
    INTENTIONALLY OMITTED    



29








  



 
 

EXHIBIT E    
    
    ADDITIONAL PROVISIONS    
    


        This Exhibit is attached to and made a part of the Lease by and between  EOP-SEPULVEDA CENTER, L.L.C., a Delaware limited
liability company ("Landlord") and JAMDAT MOBILE, INC., a Delaware corporation ("Tenant") for space in the Building
located at 3415 S. Sepulveda Boulevard, Los Angeles, California 90034. 


I.     RENEWAL OPTION.  



	A.
	Grant of Option; Conditions.    Tenant shall have the right to extend the Term (the "Renewal Option") for one additional
period of two years commencing on the day following the Termination Date of the initial Term and ending on the second anniversary of the Termination Date (the "Renewal Term"), if:



	1.
	Landlord
receives notice of exercise ("Initial Renewal Notice") not less than 9 full calendar months prior to the expiration of the initial Term and not more than 12 full calendar
months prior to the expiration of the initial Term; and



	2.
	Tenant
is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Initial Renewal Notice or at the time Tenant delivers its Binding
Notice (as defined below); and



	3.
	No
part of the Premises is sublet (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease) at the time that Tenant delivers its Initial Renewal
Notice or at the time Tenant delivers its Binding Notice; and



	4.
	The
Lease has not been assigned (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease) prior to the date that Tenant delivers its Initial Renewal
Notice or prior to the date Tenant delivers its Binding Notice.






	B.
	Terms Applicable to Premises During Renewal Term.



	1.
	The
initial Base Rent rate per rentable square foot for the Premises during the Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per rentable square foot for
the Premises. Base Rent during the Renewal Term shall increase, if at all, in accordance with the increases assumed in the determination of Prevailing Market rate. Base Rent attributable to the
Premises shall be payable in monthly installments in accordance with the terms and conditions of Article IV of the Lease.



	2.
	Tenant
shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the Renewal Term in accordance with Article IV of the Lease, and the manner and method in
which Tenant reimburses Landlord for Tenant's share of Taxes and Expenses and the Base Year, if any, applicable to such matter, shall be some of the factors considered in determining the Prevailing
Market rate for the Renewal Term.






	C.
	Initial Procedure for Determining Prevailing Market.    Within 30 days after receipt of Tenant's Initial Renewal
Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Renewal Term. Tenant, within 15 days after the date on which Landlord advises Tenant of the
applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord final binding written notice ("Binding Notice") of Tenant's exercise of its Renewal Option, or (ii) if
Tenant disagrees with Landlord's determination, provide Landlord with written notice of rejection (the "Rejection Notice"). If Tenant fails to provide Landlord with either a Binding Notice or
Rejection Notice within such 15 day period, Tenant's Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord 



30







 


with
a Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment (as defined below) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection
Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate for the Premises during the Renewal Term. When Landlord and Tenant have agreed upon the
Prevailing Market rate for the Premises, such agreement shall be reflected in a written agreement between Landlord and Tenant, whether in a letter or otherwise, and Landlord and Tenant shall enter
into the Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the
Premises within 30 days after the date Tenant provides Landlord with the Rejection Notice, Tenant, by written notice to Landlord (the "Arbitration Notice") within 5 days after the
expiration of such 30 day period, shall have the right to have the Prevailing Market rate determined in accordance with the arbitration procedures described in Section D below. If
Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within the 30 day period described and Tenant fails to timely exercise its right to arbitrate, Tenant's
Renewal Option shall be deemed to be null and void and of no further force and effect. 



	D.
	Arbitration Procedure.



	1.
	If
Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within 5 days after the date of the Arbitration Notice, shall each simultaneously submit to the
other, in a sealed envelope, its good faith estimate of the Prevailing Market rate for the Premises during the Renewal Term (collectively referred to as the "Estimates"). If the higher of such
Estimates is not more than 105% of the lower of such Estimates, then Prevailing Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not resolved by the exchange of
Estimates, then, within 7 days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing
Market rate for the Premises during the Renewal Term. Each appraiser so selected shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least 5 years experience
within the previous 10 years as a real estate appraiser working in the vicinity of the Building, with working knowledge of current rental rates and practices. For purposes hereof, an "MAI"
appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the
event there is no successor organization, the organization and designation most similar), and an "ASA" appraiser means an individual who holds the Senior Member designation conferred by, and is an
independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar).



	2.
	Upon
selection, Landlord's and Tenant's appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market rate for the
Premises. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises during the Renewal Term. If either Landlord or Tenant fails to
appoint an appraiser within the 7 day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot
agree upon which of the two Estimates most closely reflects the Prevailing Market within 20 days after their appointment, then, within 10 days after the expiration of such 20 day
period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon
thereafter as practicable but in any case within 14 days, the arbitrator shall make his determination of which of the 






31







 



two
Estimates most closely reflects the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises. If the arbitrator believes that
expert advice would materially assist him, he may retain one or more qualified persons to provide such expert advice. The parties shall share equally in the costs of the arbitrator of any experts
retained by the arbitrator.' Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. 



	3.
	If
the Prevailing Market rate has not been determined by the commencement date of the Renewal Term, Tenant shall pay Base Rent upon the terms and conditions in effect during the last
month of the initial Term for the Premises until such time as the Prevailing Market rate has been determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted to
the commencement of the Renewal Term for the Premises. If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within
30 days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent
due under the Lease and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Base Rent.






	E.
	Renewal Amendment.    If Tenant is entitled to and properly exercises its Renewal Option, Landlord shall prepare an amendment
(the "Renewal Amendment") to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The Renewal Amendment shall be sent to Tenant within a reasonable time after
Landlord's receipt of the Binding Notice or other written agreement by Landlord and Tenant regarding the Prevailing Market rate, and Tenant shall execute and return the Renewal Amendment to Landlord
within 15 days after Tenant's receipt of same, but, upon final determination of the Prevailing Market rate applicable during the Renewal Term as described herein, an otherwise valid exercise of
the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed.



	F.
	Definition of Prevailing Market.    For purposes of this Renewal Option, "Prevailing Market" shall mean the arms length fair
market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space
comparable to the Premises in the Building and office buildings comparable to the Building within a one mile radius of the Building. The determination of Prevailing Market shall take into account any
material economic differences between the terms of this Lease and any comparison lease or amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in which
the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market shall also take into consideration any reasonably anticipated changes in the
Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under this Lease.



	G.
	Subordination.    Notwithstanding anything herein to the contrary, Tenant's Renewal Option is subject and subordinate to the
expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. 



32












  



 
 

EXHIBIT F    
    
    PARKING AGREEMENT    
    


        This Exhibit (the "Parking Agreement") is attached to and made a part of the Lease by and between EOP-SEPULVEDA CENTER,
L.L.C., a Delaware limited liability company ("Landlord") and JAMDAT MOBILE, INC., a Delaware corporation ("Tenant") for
space in the Building located at 3415 S. Sepulveda Boulevard, Los Angeles, California 90034. 


	1.
	The
capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not
redefined in this Parking Agreement In the event of any conflict between the Lease and this Parking Agreement, the latter shall control.



	2.
	Landlord
hereby grants to Tenant and persons designated by Tenant a license to use up to 40 parking spaces of which up to 22 will be non-reserved "parking spaces in the
surface lot or parking structure and up to 18 non-reserved spaces in the subterranean parking facility ("Parking Facility") located adjacent to and partially beneath the Property. The term
of such license shall commence on the Commencement Date under the Lease and shall continue until the earlier to occur of the Termination Date under the Lease, the sooner termination of the Lease, or
Tenant's abandonment of the Premises thereunder. During the term of this license, Tenant shall pay Landlord the prevailing monthly charges established from time to time for parking in the Parking
Facility, payable in advance, with Tenant's payment of monthly Base Rent. The initial charge for such parking spaces is $77.00 per non-reserved parking pass, per month, in the surface
parking facility and $105.00 per non-reserved parking pass, per month, in the subterranean parking facility. No deductions from the monthly charge shall be made for days on which the
Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a
month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time. 



Notwithstanding
anything contained herein to the contrary, Landlord, at Landlord's sole discretion, shall have the right to relocate Tenant's non-reserved parking spaces within the Parking
Facility. 



	3.
	Tenant
shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental
bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules ("Rules") governing the use of the Parking Facility
from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The rules set forth herein are currently in effect. Landlord may refuse
to permit any person who violates such rules to park in the Parking Facility, and any violation of the rules shall subject the car to removal from the Parking Facility.



	4.
	Unless
specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated "first-come, first-served" basis. Tenant acknowledges
that Landlord has no liability for claims arising through acts or omissions of any independent operator of the Parking Facility. Landlord shall have no liability whatsoever for any damage to items
located in the Parking Facility, nor for any personal injuries or death arising out of any matter relating to the Parking Facility, and in all events, Tenant agrees to look first to its insurance
carrier and to require that Tenant's employees look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Parking Facility. Tenant hereby
waives on behalf of its insurance carriers all rights of subrogation against Landlord or Landlord's agents. Landlord reserves the right to assign specific parking spaces, and to reserve parking spaces
for visitors, small cars, handicapped persons and for other tenants, guests of tenants or other parties, which assignment and reservation 


33







 

or
spaces may be relocated as determined by Landlord from time to time, and Tenant and persons designated by Tenant hereunder shall not park in any location designated for such assigned or reserved
parking spaces. Tenant acknowledges that the Parking Facility may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or
renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator's reasonable control. In such event,
Landlord shall refund any prepaid parking rent hereunder, prorated on a per diem basis. 



	5.
	If
Tenant shall default under this Parking Agreement, the operator shall have the right to remove from the Parking Facility any vehicles hereunder which shall have been involved or
shall have been owned or driven by parties involved in causing such default, without liability therefor whatsoever. In addition, if Tenant shall default under this Parking Agreement, Landlord shall
have the right to cancel this Parking Agreement on 10 days' written notice, unless within such 10 day period, Tenant cures such default. Such cancellation right shall be cumulative and
in addition to any other rights or remedies available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease are hereby incorporated herein, as
though fully set forth). Any default by Tenant under the Lease shall be a default under this Parking Agreement, and any default under this Parking Agreement shall be a default under the Lease. 


 
 

RULES    
    



	(i)
	Parking
Facility hours shall be 8:00 a.m. to 6:00 p.m., however, Tenant shall have access to the Parking Facility on a 24 hour basis, 7 days a week. Tenant
shall not store or permit its employees to store any automobiles in the Parking Facility without the prior written consent of the operator. Except for emergency repairs, Tenant and its employees shall
not perform any work on any automobiles while located in the Parking Facility, or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facility
overnight, Tenant shall provide the operator with prior notice thereof designating the license plate number and model of such automobile.



	(ii)
	Cars
must be parked entirely within the stall lines painted on the floor, and only small cars may be parked in areas reserved for small cars.



	(iii)
	All
directional signs and arrows must be observed.



	(iv)
	The
speed limit shall be 5 miles per hour.



	(v)
	Parking
spaces reserved for handicapped persons must be used only by vehicles properly designated.



	(vi)
	Parking
is prohibited in all areas not expressly designated for parking, including without limitation:



	(a)
	Areas
not striped for parking



	(b)
	aisles



	(c)
	where
"no parking" signs are posted



	(d)
	ramps



	(e)
	loading
zones






	(vii)
	Parking
stickers, key cards or any other devices or forms of identification or entry supplied by the operator shall remain the property of the operator. Such device must be
displayed as requested and may not be mutilated in any manner. The serial number of the parking 



34







 


identification
device may not be obliterated. Parking passes and devices are not transferable and any pass or device in the possession of an unauthorized holder will be void. 



	(viii)
	Monthly
fees shall be payable in advance prior to the first day of each month. Failure to do so will automatically cancel parking privileges and a charge at the prevailing daily
parking rate will be due. No deductions or allowances from the monthly rate will be made for days on which the Parking Facility is not used by Tenant or its designees.



	(ix)
	Parking
Facility managers or attendants are not authorized to make or allow any exceptions to these Rules.



	(x)
	Every
parker is required to park and lock his/her own car.



	(xi)
	Loss
or theft of parking pass, identification, key cards or other such devices must be reported to Landlord and to the Parking Facility manager immediately. Any parking devices
reported lost or stolen found on any authorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen passes and devices found by Tenant or its employees must
be reported to the office of the garage immediately.



	(xii)
	Washing,
waxing, cleaning or servicing of any vehicle by the customer and/or his agents is prohibited. Parking spaces may be used only for parking automobiles.



	(xiii)
	By
signing this Parking Agreement, Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Rules.






	6.
	TENANT
ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANT'S PROPERTY (INCLUDING, WITHOUT
LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT'S AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO TENANT'S USE OF THE PARKING FACILITY OR EXERCISE OF ANY
RIGHTS UNDER THIS PARKING AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM LANDLORD'S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORD'S LIABILITY UNDER THE PRECEDING
SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR DAMAGE ARISING DIRECTLY FROM LANDLORD'S WILLFUL MISCONDUCT.



	7.
	Without
limiting the provisions of Paragraph 6 above, Tenant hereby voluntarily releases, discharges, waives and relinquishes any and all actions or causes of action for
personal injury or property damage occurring to Tenant arising as a result of parking in the Parking Facility, or any activities incidental thereto, wherever or however the same may occur, and further
agrees that Tenant will not prosecute any claim for personal injury or property damage against Landlord or any of its officers, agents, servants or employees for any said causes of action. It is the
intention of Tenant by this instrument, to exempt and relieve Landlord from liability for personal injury or property damage caused by negligence.



	8.
	The
provisions of Article XXI of the Lease are hereby incorporated by reference as if fully recited. 



        Tenant
acknowledges that Tenant has read the provisions of this Parking Agreement, has been fully and completely advised of the potential dangers incidental to parking in the Parking
Facility and is fully aware of the legal consequences of signing this instrument. 


35








   FIRST AMENDMENT TO OFFICE LEASE AGREEMENT  


        THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (the "Amendment") is made and entered into as of the 18th day of
November, 2003, by and between CA-SEPULVEDA CENTER LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and  JAMDAT MOBILE INC., a Delaware
corporation ("Tenant"). 


RECITALS  


	A.
	Landlord
(as successor in interest pursuant to conversion from EOP-Sepulveda Center, L.L.C., a Delaware limited liability company) and Tenant are parties to that certain
lease dated November 11, 2002 (the "Lease"). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 9,016
rentable square feet (the "Original Premises") described as Suite No. 500 on the 5th floor of the building commonly known as Sepulveda Center located at 3415 S. Sepulveda
Boulevard, Los Angeles, California 90034 (the "Building").



	B.
	Tenant
and Landlord agree to relocate Tenant from the Original Premises to 14,189 rentable square feet of space described as Suite
No. 700 on the 7th floor of the Building shown on Exhibit A attached hereto (the "Suite 700 Substitution Space").



	C.
	The
Lease by its terms shall expire on January 31, 2005 ("Prior Termination Date"), and the parties desire to extend the Term,
all on the following terms and conditions. 



        NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: 


	I.
	Suite 700 Substitution.



	A.
	Effective
as of the Suite 700 Substitution Effective Date (hereinafter defined), the Suite 700 Substitution Space is substituted for the Premises and, from and after the
Suite 700 Substitution Effective Date, the Premises, as defined in the Lease, shall be deemed to mean the Suite 700 Substitution Space containing  14,189 rentable square feet and described as
Suite No. 700 on the 7th floor of the Building.



	B.
	The
Term for the Suite 700 Substitution Space shall commence on the Suite 700 Substitution Effective Date and, unless sooner terminated pursuant to the terms of the
Lease, shall end on the Extended Termination Date (as hereinafter defined). The Suite 700 Substitution Space is subject to all the terms and conditions of the Lease except as expressly modified
herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted with respect to the Original Premises unless such concessions are
expressly provided for herein with respect to the Suite 700 Substitution Space. Effective as of the Suite 700 Substitution Effective Date, the Lease shall be terminated with respect to
the Original Premises, and, unless otherwise specified, "Premises" shall mean the Suite 700 Substitution Space. Tenant shall vacate the Original Premises as of the Suite 700 Substitution
Effective Date (such date that Tenant is required to vacate the Original Premises being referred to herein as the "Original Premises Vacation Date") and return the same to Landlord in "broom clean"
condition and otherwise in accordance with the terms and conditions of the Lease.






	II.
	Suite 700 Substitution Effective Date.



	A.
	The
"Suite 700 Substitution Effective Date" shall be the earlier to occur of: (i) 120 days after the date Landlord tenders possession of the Suite 700
Substitution Space to Tenant, or (ii) the date Tenant first commences business in the Suite 700 Substitution Space (the earlier to occur of (i) or (ii) being defined as the
"Suite 700 Substitution Effective Date"). Promptly after the 





36







 


determination
of the Suite 700 Substitution Effective Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as  Exhibit C. 



	B.
	The
Suite 700 Substitution Effective Date shall be delayed to the extent that Landlord fails to deliver possession of the Suite 700 Substitution Space as a result of
holding over by prior occupants. Any such delay in the Suite 700 Substitution Effective Date shall not subject Landlord to any liability for any loss or damage resulting therefrom. If the
Suite 700 Substitution Effective Date is delayed, the Extended Termination Date shall be similarly extended.






	III.
	Extension.    The Term of the Lease is extended for a period of approximately 48 months, subject to Section ll.B.
above, and shall expire on January 31, 2009 ("Extended Termination Date"), unless sooner terminated in accordance with the terms of the Lease.
That portion of the Term commencing the day immediately following the Prior Termination Date ("Extension Date") and ending on the Extended Termination Date shall be referred to herein as the "Extended
Term".



	IV.
	Base Rent.    As of the Suite 700 Substitution Effective Date, the schedule of Base Rent payable with respect to the
Premises during the remainder of the current Term and the Extended Term is the following: 






	Period
 
	 	Annual Rate

Per Square Foot
	 	Annual

Base Rent
	 	Monthly

Base Rent

	Months 1 through 12	 	$	21.60	 	$	306,482.40	 	$	25,540.20
	Months 13 through 24	 	$	22.20	 	$	314,995.80	 	$	26,249.65
	Months 25 through 36	 	$	22.80	 	$	323,509.20	 	$	26,959.10
	Months 37 through 48	 	$	23.40	 	$	332,022.60	 	$	27,668.55
	Months 49 through 60	 	$	24.00	 	$	340,536.00	 	$	28,378.00






All
such Base Rent shall be payable by Tenant in accordance with the terms of the Lease. 



	V.
	Additional Security Deposit.    Upon Tenant's execution hereof, Tenant shall pay Landlord the sum of  $7,192.64 which is added to and becomes part of the Security Deposit held by Landlord as provided under the Lease as security for payment of Rent and
the performance of the other terms and conditions of the Lease by Tenant. Accordingly, simultaneous with the execution hereof, the Security Deposit is increased from $18,347.56 to  $25,540.20.



	VI.
	Tenant's Pro Rata Share.    For the period commencing with the Suite 700 Substitution Effective Date and ending on the
Extended Termination Date, Tenant's Pro Rata Share for the Premises is 8.2800%.



	VII.
	Expenses and Taxes.    For the period commencing with the Suite 700 Substitution Effective Date and ending on the
Extended Termination Date, Tenant shall pay for Tenant's Pro Rata Share of Expenses and Taxes applicable to the Premises in accordance with the terms of the Lease, provided, however, during such
period, the Base Year for the computation of Tenant's Pro Rata Share of Expenses and Taxes applicable to the Premises is 2004.



	VIII.
	Improvements to Suite 700 Substitution Space.



	A.
	Condition of Suite 700 Substitution Space.    Tenant has inspected the Suite 700 Substitution Space and agrees
to accept the same "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be
expressly provided otherwise in this Amendment.



	B.
	Responsibility for Improvements to Suite 700 Substitution Space.    Tenant may perform improvements to the
Suite 700 Substitution Space in accordance with the Work Letter 





37







 


attached
hereto as Exhibit B, and Tenant shall be entitled to an improvement allowance in connection with such work as more fully described in  Exhibit B.




	IX.
	Early Access to Suite 700 Substitution Space.    During any period that Tenant shall be permitted to enter the
Suite 700 Substitution Space prior to the Suite 700 Substitution Effective Date (e.g., to perform alterations or improvements), if any, Tenant shall comply with all terms and provisions
of the Lease, except those provisions requiring payment of Base Rent or Additional Rent as to the Suite 700 Substitution Space. If Tenant takes possession of the Suite 700 Substitution
Space prior to the Suite 700 Substitution Effective Date for any reason whatsoever (other than the performance of work in the Suite 700 Substitution Space with Landlord's prior
approval), such possession shall be subject to all the terms and conditions of the Lease and this Amendment, and Tenant shall pay Base Rent and Additional Rent as applicable to the Suite 700
Substitution Space to Landlord on a per diem basis for each day of occupancy prior to the Suite 700 Substitution Effective Date.



	X.
	Holding Over.    If Tenant continues to occupy the Original Premises after the Original Premises Vacation Date (as defined in
Section I above), occupancy of the Original Premises subsequent to the Original Premises Vacation Date shall be that of a tenancy at sufferance and in no event for
month-to-month or year-to-year, but Tenant shall, throughout the entire holdover period, be subject to all the terms and provisions of the Lease and
shall pay for its use and occupancy an amount (on a per month basis without reduction for any partial months during any such holdover) equal to one hundred fifty percent (150%) of the sum of the Base
Rent and Additional Rent due for the period immediately preceding such holding over, provided that in no event shall Base Rent and Additional Rent during the holdover period be less than the fair
market rental for the Original Premises. No holding over by Tenant in the Original Premises or payments of money by Tenant to Landlord after the Original Premises Vacation Date shall be construed to
prevent Landlord from recovery of immediate possession of the Original Premises by summary proceedings or otherwise. In addition to the obligation to pay the amounts set forth above during any such
holdover period, Tenant also shall be liable to Landlord for all damage, including any consequential damage, which Landlord may suffer by reason of any holding over by Tenant in the Original Premises,
and Tenant shall indemnify Landlord against any and all claims made by any other tenant or prospective tenant against Landlord for delay by Landlord in delivering possession of the Original Premises
to such other tenant or prospective tenant.



	XI.
	Other Pertinent Provisions.    Landlord and Tenant agree that, effective as of the date of this Amendment (unless different
effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:



	A.
	PARKING.    For the period commencing with the Suite 700 Substitution Effective Date and ending on the Extended
Termination Date and subject to the terms and conditions set forth in Exhibit F, "PARKING AGREEMENT" of the Lease, Landlord hereby grants to
Tenant and persons designated by Tenant a license to use: (i) up to 18 non-reserved parking spaces in the subterranean lot of the
Parking Facility, and (ii) up to 50 non-reserved parking spaces in the Parking Facility. During the term of this license, Tenant
shall pay Landlord the prevailing monthly charges established from time to time for parking in the Parking Facility, payable in advance, with Tenant's payment of monthly Base Rent. The initial charge
for such parking spaces is: (y) $110.00 per non-reserved parking pass, per month, in the subterranean lot of the Parking Facility,
exclusive of municipal taxes, and (z) $85.00 per non-reserved parking pass, per month, in the Parking Facility, exclusive of
municipal taxes.






	XII.
	Miscellaneous.



	A.
	This
Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or 





38







 


agreements.
Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Suite 700 Substitution Space, or any
similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment. 



	B.
	Except
as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.



	C.
	In
the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.



	D.
	Submission
of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this
Amendment until Landlord has executed and delivered the same to Tenant.



	E.
	The
capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined
in this Amendment.



	F.
	Tenant
hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to indemnify and hold Landlord, its members, principals,
beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents (collectively, the "Landlord Related Parties") harmless
from all claims of any brokers claiming to have represented Tenant in connection with this Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no broker in connection with
this Amendment. Landlord agrees to indemnify and hold Tenant, its members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of
any such agents (collectively, the "Tenant Related Parties") harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment.



	G.
	Each
signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.



	H.
	Equity
Office Properties Management Corp. ("EOPMC") is an affiliate of Landlord and represents only the Landlord in this transaction. Any assistance rendered by any agent or employee
of EOPMC in connection with this Lease or any subsequent amendment or modification hereto has been or will be made as an accommodation to Tenant solely in furtherance of consummating the transaction
on behalf of Landlord, and not as agent for Tenant.



	I.
	This
Amendment is not an exercise of Tenant's existing renewal option as set forth in Section I., "RENEWAL OPTION" of EXHIBIT E, "ADDITIONAL PROVISIONS" of the Lease.
Therefor, Section I., "RENEWAL OPTION" of EXHIBIT E, "ADDITIONAL PROVISIONS" of the Lease shall remain in full force and effect. 



39







 





        IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written. 



	 	 	LANDLORD:
	

 	
 	
CA-SEPULVEDA CENTER LIMITED PARTNERSHIP, a Delaware limited partnership
	

 	
 	

By:	
 	

EOM GP, L.L.C., a Delaware limited liability company, its general partner
	

 	
 	

 	
 	

By:	
 	

Equity Office Management, L.L.C., a Delaware limited liability company, its non-member manager
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  FRANK R. CAMPBELL      

	 	 	 	 	 	 	Name:	 	Frank R. Campbell

	 	 	 	 	 	 	Title:	 	Vice President

	

 	
 	
TENANT:
	

 	
 	
JAMDAT MOBILE INC., a Delaware limited partnership
	

 	
 	

By:	
 	

/s/  CRAIG GATARZ      

	 	 	Name:	 	Craig Gatarz

	 	 	Title:	 	Chief Operating Officer

	 	 	Tenant's FEIN:	 	95-4791817





40







 
EXHIBIT A  


 OUTLINE AND LOCATION OF SUITE 700 SUBSTITUTION SPACE  


Approximately  14,189 rentable square feet of space described as Suite No. 700

on the 7th floor of the Building 


[Floor Plan of Premises] 


41







 
EXHIBIT B  


 WORK LETTER  


        This Exhibit is attached to and made a part of the Amendment by and between CA-SEPULVEDA CENTER LIMITED PARTNERSHIP, a
Delaware limited partnership ("Landlord") and JAMDAT MOBILE INC., a Delaware corporation ("Tenant") for space in the
Building located at 3415 S. Sepulveda Boulevard, Los Angeles, California 90034. 


        As
used in this Workletter, the "Premises" shall be deemed to mean the Suite 700 Substitution Space, as defined in the attached Amendment. 


	A.
	Tenant,
following the delivery of the Premises by Landlord and the full and final execution and delivery of the Amendment to which this Exhibit is attached and all prepaid rental and
security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the "Initial Alterations"). Notwithstanding the foregoing, Tenant and its
contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease,
including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Tenant shall be
responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of
the premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design.
Landlord's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord's approval of the general contractor to perform the
Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not
maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of
the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which
the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor.



	B.
	Provided
Tenant is not in default, Landlord agrees to contribute the sum of $212,835.00 (i.e., $15.00 per rentable square feet of the
Premises) (the "Allowance") toward the cost of performing the Initial Alterations in preparation of Tenant's occupancy of the Premises. Notwithstanding the foregoing, a portion of the Allowance not to
exceed $28,378.00 (i.e., $2.00 per rentable square foot of the Premises) may be applied toward the cost of architectural services for the Premises
contracted by Tenant (the "Architectural Allowance"). Landlord shall disburse the Architectural Allowance, or applicable portion thereof, to Tenant within 45 days after the later to occur of:
(x) receipt of paid invoices and lien waivers from Tenant with respect to Tenant's actual architectural fees as described above, and (ii) the Suite 700 Substitution Effective
Date. Except as provided herein to the contrary, the Allowance may only be used for hard costs in connection with the Initial Alterations. The Allowance, less a 10% retainage (which retainage shall be
payable as part of the final draw), shall be paid to Tenant or, at Landlord's option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within
30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AlA Document G-702
covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AlA architect substantially in the form of the Architect's Certificate for
Payment which is located on AlA Document G702, Application and Certificate of Payment; (iii) Contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Initial
Alterations for which disbursement 


42







 

is
being requested and all other statements and forms required for compliance with the mechanics' lien laws of the state in which the Premises is located, together with all such invoices, contracts,
or other supporting data as Landlord or Landlord's Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans
and specifications for the Initial Alterations, together with a certificate from an AlA architect that such plans and specifications comply in all material respects with all laws affecting the
Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse
from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final
disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect's completion affidavits, (2) full and final waivers of lien, (3) receipted
bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the
Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord
be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but
each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above.
Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under the Lease, and Landlord's
obligation to disburse shall only resume when and if such default is cured. 



	C.
	In
no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment of the
entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by December 31, 2004, any unused amount (the "Unused
Allowance") shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith; provided, however,
upon completion of the Landlord Work and payment of all costs related thereto, Landlord shall apply up to $28,392.00 of the Unused Allowance against the
next two installments of Base Rent and Additional Rent for the Premises due under this Amendment. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection
with the Initial Alterations and/or Allowance. Landlord shall not be entitled to deduct from the Allowance a construction management fee for Landlord's oversight of the Initial Alterations.



	D.
	Tenant
agrees to accept the Premises in its "as-is" condition and configuration, it being agreed that Landlord shall not be required to perform any work or, except as
provided above with respect to the Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises.



	E.
	This
Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to
any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise,
unless expressly so provided in the Lease or any amendment or supplement to the Lease. 


43







 
EXHIBIT C  


 COMMENCEMENT LETTER
  (EXAMPLE) 



	Date	 	    
	 	 





JAMDAT MOBILE INC.

3415 S. Sepulveda Boulevard

Suite 700

Los Angeles, California 90034 


	Re:
	Commencement
Letter with respect to that certain First Amendment to Office Lease Agreement dated as of the            day
of                        , 2003, by and between  CA-SEPULVEDA CENTER LIMITED PARTNERSHIP, a Delaware
limited partnership, as Landlord, and JAMDAT MOBILE INC.,
a Delaware corporation, as Tenant, for 14,189, rentable square feet (the "Suite 700 Substitution Space") on the
7th floor of the Building located at 3415 S. Sepulveda Boulevard, Los Angeles, California 90034. 






	Dear:	 	    
	 	 





        In
accordance with the terms and conditions of the above referenced First Amendment to Office Lease Agreement, Tenant accepts possession of the Suite 700 Substitution Space and
agrees: 



	1.
	The
Suite 700 Substitution Effective Date is                        ;



	2.
	The
Extended Termination Date of the Lease is                        . 




        Please
acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning
2 fully executed counterparts to my attention. 


Sincerely,




	    
 Property Manager	 	 





Agreed
and Accepted: 



	Tenant: JAMDAT MOBILE INC., a Delaware corporation
	

By:	
 	

    
	
 	

 
	Name:	 	    
	 	 
	Title:	 	    
	 	 
	Date:	 	    
	 	 





44








  



 
 

SECOND AMENDMENT TO OFFICE LEASE AGREEMENT    
    


        This SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this "Second Amendment") is made and entered into as of the 11th day of June, 2004, by and between 3415
SEPULVEDA, LLC, a California limited liability company (the "Landlord") and JAMDAT MOBILE INC., a Delaware corporation ("Tenant"). 


RECITALS:  


        A.    Landlord
and Tenant are parties to that certain Office Lease Agreement (the "Original Lease") dated November 11,
2002, pursuant to which Tenant originally leased (from Landlord's predecessor-in-interest) approximately 9,016 rentable square feet of space on the 5th floor (Suite 500) (the
"Original Premises") of the building located at 3415 Sepulveda Blvd., Los Angeles, California (the
"Building"). 


        B.    Prior
to the date hereof, the Original Lease was modified and amended by that certain November 18, 2003, First Amendment to Office Lease Agreement (the
"First Amendment"), pursuant to which, among other things, (i) Tenant relocated from the Original Premises into approximately 14,189 rentable
square feet of space on the 7 floor (Suite 700) (the "Current Premises") of the Building, and (ii) the Base Rent, the Security Deposit, the
Tenant's Pro Rata Share, and various other Original Lease provisions were modified/amended in connection with Tenant's relocation from the Original Premises to the Current Premises. The Original
Lease, together with the First Amendment are referred to herein collectively as the "Lease". 


        C.    Tenant
now desires to expand the Current Premises to include the 9,016 rentable square foot Original Premises (Suite 500) (which, for the purposes of this Second
Amendment, shall be refereed to herein as the "Expansion Premises") in accordance with the provisions of this Second Amendment. Landlord now desires to
lease the Expansion Premises to Tenant in accordance with the provisions of this Second Amendment. All terms which are capitalized, but not defined, in this Second Amendment, shall have the meanings
ascribed to them in the Lease. 


        NOW,
THEREFORE, incorporating and in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows: 


AGREEMENT:  


        1.    Expansion of Current Premises; Improvements to Expansion Premises.    Commencing on the
date (the "Effective Date") that is five (5) business days after Landlord substantially completes (at Landlord's sole cost and expense) the
improvements to the Expansion Premises specifically outlined on Exhibit "A" to this Second Amendment (the "Improvements"), the Current Premises shall be
expanded to include the Expansion Premises (and the Current Premises, together with the Expansion Premises shall be referred to herein as the
"Premises"). Accordingly, as of the Effective Date, the Premises shall include approximately 23,205 rentable square feet on the 5th and 7th floors of
the Building (Suites 500 and 700) in the locations illustrated on Exhibit "B" to this Second Amendment. The current Lease Termination Date of January 31, 2009, shall be effective for the entire
Premises (including, without limitation, the Current Premises and the Expansion Premises). 


        2.    Expansion Premises Base Rent: Premises Total Base Rent.    Landlord and Tenant hereby
confirm that Tenant's current Base Rent obligation (for the Current Premises) is $25,540.20 per month (306,482.40 per annum) ($21.60 per rentable square foot). Tenant's Base Rent obligation for the
Expansion Premises shall be $21.60 per square foot per annum ($16,228.80 per month, $194,745.60 per annum) from the Effective Date prorated for any partial months) through February 28, 2005,
and shall increase (a) to $22.20 per square foot per annum ($16,679.60 per month, $200,155.20 per annum) 


45







 



commencing
March 1, 2005, and continuing through February 28, 2006, (b) to $22~80 per square foot per annum ($17,130.40 per month, $205,564.80 per annum) commencing
March 1, 2006, and continuing through February 28, 2007, (c) to $23.40 per square foot per annum ($17,581.20 per month, $210,974.40 per annum) commencing March 1, 2007, and
continuing through February 28, 2008, and (d) to $24.00 per square foot per annum ($18,032.00 per month, $216,386.00 per annum) commencing March 1, 2008, and continuing through
February 28, 2009. Accordingly, Landlord and Tenant hereby confirm that Tenant's Base Rent obligations (in the aggregate) for the Current Premises and the Expansion Premises for the remainder
of the Lease Term shall be as follows: 



	Time Period
 
	 	Annual Rate

(PSF)
	 	Monthly

Base Rent
	 	Annual

Base Rent

	Effective Date - 2/28/05	 	$	21.60	 	$	41,769.00	 	 	Not Applicable
	3/1/05 - 2/28/06	 	$	22.20	 	$	42,929.25	 	$	515,151.00
	3/1/06 - 2/28/07	 	$	22.80	 	$	44,089.50	 	$	529,074.00
	3/1/07 - 2/28/08	 	$	23.40	 	$	45,249.75	 	$	542,997.00
	3/1/08 - 2/28/09	 	$	24.00	 	$	46,410.00	 	$	556,920.00





        3.    Tenant's Pro Rata Share; Base Year.    Commencing on the Effective Date, Tenant's Pro
Rata Share shall be adjusted to and shall be deemed to be 13.54%. Tenant's Base Year shall remain 2004. 


        4.    Additional Security Deposit.    Upon Tenant's execution of this Second Amendment, Tenant
shall pay Landlord the sum of $16,228.80, which shall be added to and become part of the Security Deposit held by Landlord as provided under the Lease as security for the payment of Rent and the
performance of all of the other terms and conditions of the Lease by Tenant. Accordingly, concurrently with the execution of this Second Amendment and the payment of the $16,228.80 to the Landlord,
the Security Deposit shall be increased from 25,540.20 to $41,769.00. 


        5.    Parking.    Tenant currently has the right and license to use (a) up to eighteen
(18) non-reserved parking spaces in the subterranean lot of the Parking Facility (at $110.00 per month per parking space, exclusive of taxes), and (b) up to fifty
(50) non-reserved parking spaces in the Parking Facility adjacent to the Building (at $85.00 per month per parking space, exclusive of taxes). In connection with the expansion of
the Current Premises to include the Expansion Premises, Landlord hereby grants to Tenant the right and license to use up to an additional (a) two (2) non-reserved parking
spaces in the subterranean lot of the Parking Facility (at $110.00 per month per parking space, exclusive of taxes) and (b) thirty (30) non-reserved parking spaces in the
Parking Facility adjacent to the Building (at $85.00 per month per parking space, exclusive of taxes). Accordingly, commencing as of the Effective Date of this Second Amendment, Tenant shall have the
right and license to use, in the aggregate, (i) up to twenty (20) non-reserved parking spaces in the subterranean lot of the Parking Facility (at $110.00 per month per
parking space, exclusive of taxes), and (b) up to eighty (80) non-reserved parking spaces in the Parking Facility adjacent to the Building (at $85.00 per month per parking
space, exclusive of taxes). 


        6.    No Further Modification.    Except as specifically set forth in this Fifth Amendment,
the Lease (as previously amended) shall remain unmodified and in full force and effect. 


46







 



        IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment as of the day and year first above written. 



	LANDLORD:	 	TENANT:
	

3415 SEPULVEDA, LLC,

a California limited liability company	
 	

JAMDAT MOBILE INC.,

a Delaware corporation
	

By:	
Yonnan Properties, Inc.	
 	

By:	

/s/  CRAIG GATARZ      

	Its:	Manager	 	Name:  Craig Gatarz

Title:  Chief Operating Officer
	 	By:	/s/  ZAYA YOUNAN      
	 	 	 
	 	Name:  Zaya Younan

Its:  President	 	 	 




47








   EXHIBIT "A"  


IMPROVEMENTS  


Attached
to and made a part of

Office Lease Agreement dated: 


Landlord: 3415 Sepulveda, LLC.  


Tenant: Jamdat Mobile Inc.  


        Subject to the conditions hereinafter set forth, Landlord will provide to the premises the following: 


A.    GENERAL  



        (1)   Tenant
will be responsible for making timely arrangements with the telephone company for telephone installations. Tenant will be responsible for all wiring of telephone
equipment in the leased premises. 


        (2)   Final
working drawings of all improvements that Tenant desires to be installed in the premises must have been submitted to and approved by Landlord. The final working
drawings shall evidence improvements that comply with applicable law, shall be in a form commonly used in the building for construction purposes and shall be signed by Tenant and Landlord. 



        (3)   If
there are any changes by Tenant, Tenant's contractors, subcontractors or agents from the improvements set forth in the final working drawings referred to above, each
such change must receive the prior written approval of Landlord, and in the event of any such approved change in the working drawings, Tenant shall, upon completion of the improvements, furnish
Landlord with an accurate "as-built" plan of the improvements as constructed, which plans shall be incorporated into this lease by this reference for all intents and purposes. 


        (4)   Any
contractors and/or subcontractors engaged by Tenant shall be subject to Landlord's approval and shall comply with all standards and regulations established by
Landlord. Such contractors and subcontractors engaged by Tenant shall employ men and means to insure the progress of the work without interruption on account of strikes, work stoppage, or similar
causes of delay. During construction of any improvements, contractors shall coordinate with Landlord the movement of equipment and materials. Tenant's work shall be conducted in such manner so as to
maintain harmonious labor relations and not to interfere with or delay Landlord's contractors or Landlord's operation of the building and/or the use of the building by other tenants. 


        (5)   All
design, construction and installation shall conform to the requirements of applicable building, plumbing and electrical codes and the requirements of any authority
having jurisdiction over or with respect to such work. 


        (6)   If
Tenant requests materials or installations in addition to or other than Landlord's building standard materials or installations, or if, with Landlord's prior written
permission, Tenant employs its own contractors and/or decorators, or if Tenant or Tenant's agents make changes in the work after furnishing the aforementioned plans to Landlord, and if such
non-standard materials or installations or contractor and/or decorator or such changes shall delay the work to be performed hereunder, or if Tenant shall otherwise delay the completion of
said work, then, notwithstanding any provision to the contrary in this lease, Tenant's obligation to pay rent hereunder shall nevertheless commence on the commencement date. If the premises are not
ready for occupancy on the commencement date for any reason other than the reasons specified in the immediately 



48







 




preceding
sentence, the obligations of Landlord and Tenant shall nevertheless continue in full force and effect, in which event the rent provided for herein shall abate and not commence, and the
commencement date shall not occur, until the date the leasehold improvements to the premises are substantially complete (as determined by Landlord's architect), such abatement of rent to constitute
full settlement of all claims that Tenant might otherwise have against Landlord by reason of the premises not being ready for occupancy by Tenant on the commencement date. 


        (7)   Tenant
shall bear the entire cost of any improvements to be installed by Landlord in the premises in excess of the building standard allowances and shall pay for such
excess improvements as hereinafter provided. Tenant shall pay to Landlord, upon Landlord's approval of the working drawings referred to herein, an advance payment equal to the aggregate cost
(including labor, material and overhead) of such excess improvements as estimated by Landlord. Notwithstanding any provision contained herein to the contrary, it is understood and agreed that Landlord
shall have no obligation to commence installation of such excess improvements until (a) Tenant shall have furnished to Landlord and Landlord shall have approved the final working drawings as
required by the provisions hereof, and (b) Landlord shall have received Tenant's payment for the portion of the cost of the installation of the excess improvements as required by the
immediately preceding sentence. After completion of said excess improvements Landlord shall refund to Tenant the amount, if any, by which all prior payments by Tenant exceed the actual cost of the
installation of such improvements, as the case may be. If the advance payment was not sufficient to pay for said excess improvements, Tenant shall pay Landlord any such deficiency immediately upon
presentment by Landlord of an invoice for such deficiency, together with an explanation thereof. In no event shall credit be given to Tenant for any building standard allowances not utilized. 




B.    IMPROVEMENTS  


        Landlord will improve the space on a "turn-key" basis per mutually acceptable plans using building standard materials up to $9.00 per square foot. 


49











QuickLinks


TABLE OF CONTENTS


OFFICE LEASE AGREEMENT


EXHIBIT C COMMENCEMENT LETTER INTENTIONALLY OMITTED


EXHIBIT D WORK LETTER INTENTIONALLY OMITTED


EXHIBIT E ADDITIONAL PROVISIONS


EXHIBIT F PARKING AGREEMENT

RULES


SECOND AMENDMENT TO OFFICE LEASE AGREEMENT